exhibit10-3.htm


    


     

                                                                       

    Exhibit 10.3

     

    NOTICE
OF CONFIDENTIALITY RIGHTS:  IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT
IS FILED FOR RECORD IN THE PUBLIC RECORDS:  YOUR SOCIAL SECURITY
NUMBER OR YOUR DRIVER'S LICENSE NUMBER.

     

    


     

    CONVEYANCE

     

    


     

    EXILE OIL
& GAS COMPANY, a Texas corporation, whose address is 512 Main Street, Suite
1007, Fort Worth, Texas 76102 (herein called "Grantor"), for Ten Dollars and
other good and valuable consideration (the receipt and sufficiency of which are
hereby acknowledged), does hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN,
TRANSFER, SET OVER, and DELIVER unto VANGUARD PERMIAN, LLC, a
Delaware  limited liability company, whose address is 7700 San Felipe,
Ste 485 Houston, Texas 77063 (herein called "Grantee"), the following described
properties, rights and interests:

     

    
      (a)         The
"Gross Working Interests" and "Net Revenue Interests" specified on Exhibit A
attached hereto and made a part hereof in, and in addition thereto, but subject
to the reservation set forth below, all right, title and interest of Grantor in
and to the oil and gas leases described on Exhibit A attached
hereto and made a part hereof (and any extensions, ratifications and amendments
thereof, whether or not the same are described on Exhibit A) and in and
to the wells located thereon; and

    

    
      


    

    (b)           Without
limitation of the foregoing, all other right, title and interest (of whatever
kind or character, whether legal or equitable, and whether vested or contingent)
of Grantor in and to the oil, gas and other minerals in and under or that may be
produced from the lands described in Exhibit A hereto
(including interests in oil, gas or mineral leases covering such lands,
overriding royalties, production payments and net profits interests in such
lands or such leases, and fee mineral interests, fee royalty interests and other
interests in such oil, gas and other minerals), whether such lands be described
in a description set forth in such Exhibit A or be
described in such Exhibit A by
reference to another instrument (and without limitation by any depth limitations
that may be set forth in such Exhibit A or in any
such instrument so referred to for description), even though Grantor's interest
in such oil, gas and other minerals may be incorrectly described in, or omitted
from, such Exhibit
A;

     

    (c)           All
rights, titles and interests of Grantor in and to, or otherwise derived from,
all presently existing and valid oil, gas or mineral unitization, pooling,
and/or communitization agreements, declarations and/or orders and in and to the
properties covered and the units created thereby (including all units formed
under orders, rules, regulations, or other official acts of any federal, state,
or other authority having jurisdiction, voluntary unitization agreements,
designations and/or declarations) relating to the properties described in paragraphs (a)
and (b)
above;

     

    (d)           All
rights, titles and interests of Grantor in and to all presently existing and
valid production sales (and sales related) contracts, operating agreements, and
other agreements and contracts which relate to any of the properties described
in paragraphs (a),
(b) and (c) above, or which
relate to the exploration, development, operation, or maintenance thereof or the
treatment, storage, transportation or marketing of production therefrom (or
allocated thereto);

     

    (e)           All
rights, titles and interests of Grantor in and to all materials, supplies,
machinery, equipment, improvements and other personal property and fixtures
(including all wells, wellhead equipment, pumping units, flowlines, tanks,
buildings, injection facilities, saltwater disposal facilities, compression
facilities, gathering systems, and other equipment), and all easements,
rights-of-way, surface leases and other surface rights, all permits and
licenses, and all other appurtenances being used or held for use in connection
with, or otherwise related to, the exploration, development, operation or
maintenance of any of the properties described in paragraphs (a),
(b) and (c) above, or the
treatment, storage, transportation or marketing of production therefrom (or
allocated thereto); and

     

    (f)           All
of Grantor's lease files, abstracts and title opinions, production records, well
files, accounting records (but not including general financial accounting
records), seismic records and surveys, gravity maps, electric logs, geological
or geophysical data and records, and other files, documents and records of every
kind and description which relate to the properties described
above.

     

    The
properties, rights and interests described in subparagraphs (a)
through (e)
above, are herein sometimes called the "Properties".

     

    TO HAVE
AND TO HOLD the Properties unto Grantee, and its successors and assigns,
forever, and Grantor agrees to warrant and forever defend title to the
Properties unto Grantee and its successors and assigns by, through and under
Grantor only, but not otherwise.

     

     Grantee
hereby agrees (a) to assume, and to timely pay and perform, all duties,
obligations and liabilities relating to the ownership and/or operation of the
Properties arising or occurring after the Effective Time, and (b) to
indemnify and hold Grantor (and the affiliates of Grantor, and the respective
directors, officers, employees, attorneys, contractors and agents of such
affiliates and Grantor) harmless from and against any and all claims, actions,
causes of action, liabilities, damages, losses, costs or expenses (including,
without limitation, court costs and attorneys' fees) of any kind or character
arising out of or otherwise relating to the duties, obligations and liabilities
assumed by Grantee.  In connection with (but not in limitation of) the
foregoing, it is specifically understood and agreed that such duties,
obligations and liabilities arising out or otherwise relating to the ownership
and/or operation of the Properties arising or occurring after the Effective Time
shall (notwithstanding anything herein appearing to be to the contrary) be
deemed to include all matters arising out of the condition of the Properties on
the Effective Time (including, without limitation, within such matters all
obligations to properly plug and abandon, or replug and re-abandon, wells
located on the Properties, to restore the surface of the Properties and to
comply with, or to bring the Properties into compliance with, applicable
environmental laws, rules, regulations and orders, including conducting any
remediation activities which may be required on or otherwise in connection with
activities on the Properties), regardless of whether such condition or the
events giving rise to such condition arose or occurred before or after the
Effective Time, and the assumptions and indemnifications by Grantee provided for
in the first sentence of this paragraph shall expressly cover and include such
matters.  Grantor hereby agrees (a)
to timely pay and perform, all duties, obligations and liabilities relating to
the ownership and/or operation of the Properties arising or occurring prior to
the Effective Time, and (b) to indemnify and hold Grantee (and the
affiliates of Grantee, and the respective directors, officers, employees,
attorneys, contractors and agents of such affiliates and Grantee) harmless from
and against any and all claims, actions, causes of action, liabilities, damages,
losses, costs or expenses (including, without limitation, court costs and
attorneys' fees) of any kind or character arising out of or otherwise relating
to the duties, obligations and liabilities arising or occurring prior to the
Effective Time. THE
FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH
DUTIES, OBLIGATIONS OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION,
LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (i) NEGLIGENCE
(INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR
PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT) OF ANY INDEMNIFIED PARTY, OR (ii) STRICT
LIABILITY.

     

    Grantor
agrees to execute and deliver to Grantee, from time to time, such other and
additional instruments, notices, division orders, transfer orders and other
documents, and to do all such other and further acts and things as may be
necessary to more fully and effectively grant, convey and assign to Grantee the
Properties.

     

    Grantor shall be entitled to all
proceeds of production from the Properties and shall bear all costs,
liabilities, obligations and expenses arising from or related to the ownership
and operation of the Properties prior to the Effective Time (as defined below)
and Grantee shall be entitled to all proceeds of production from the Properties
and shall bear all costs, liabilities, obligations and expenses arising from or
related to the ownership and operation of the Properties after the Effective
Time.

    


    Grantor
warrants and represents to Grantee that:

    


    
      	
              1.  

            	
              The
      Properties are free and clear of all liens, charges and encumbrances
      created by, through or under
Grantor;

            


    

    


    
      	
              2.  

            	
              Grantor
      has the right and power to make the transfer and conveyance effectuated by
      this instrument.

            


    

    


    This
Conveyance may be executed in several counterparts all of which are
identical.  All of such counterparts together shall constitute one and
the same instrument.

    


    IN
WITNESS WHEREOF this Conveyance has been executed by the Grantor on the dates of
its acknowledgement, effective as to runs of oil and deliveries of gas, and for
all other purposes, as of 7:00 a.m. Central Time on October 1, 2009 (the
"Effective Time").

     

    


    EXILE
OIL & GAS COMPANY

    


    By:           /s/ John S.
Tittl                                                 


    


    Title:          President                                                   


    


    


    STATE OF
TEXAS                                                                §

    §

    COUNTY OF
______________                                                                §

    


    


    The
foregoing instrument was acknowledged before me this _____ day of _____________,
2009, by ________________, _____________ of EXILE OIL & GAS COMPANY, a Texas
corporation, on behalf of said corporation.

     

    


    


    ____________________________________

    Notary
Public in and for the State of Texas

    


    


    Name:__________________________

    (typed, printed or
stamped)

    


    My
Commission Expires:

    


    ______________________

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
A

    


    Attached
to and made a part of that certain Conveyance from Exile Oil & Gas Company
to Vanguard Permian, LLC

    


    
      	
              LESSOR

            	
              LESSEE

            	
              LEASE
      DATE

            	
              RECORDING

            
	 
      	 
      	 
      	 
      
	
              Lochridge,
      Lloyd P. Jr

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              738/738

            
	
              Bull,
      Stephen Medaris

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              738/720

            
	
              Bull,
      Jefferson Lochridge

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              738/718

            
	
              Hartwell,
      Ware

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              739/632

            
	
              Hartwell,
      Jay

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              738/730

            
	
              Beyer,
      John L., III

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              741/486

            
	
              Beyersmith,
      Holly

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              685/686

            
	
              Beyer,
      Andrew L.

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              738/716

            
	
              Beyer
      John, Jr. Trust

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              741/488

            
	
              Massie,
      Chloe Lochridge

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              738/740

            
	
              Ross,
      James B.

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              738/742

            
	
              Hoover,
      Wanda Sue

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              740/657

            
	
              Whitener,
      Charles C.

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              740/661

            
	
              Lewis,
      Ben H. Estate

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              738/736

            
	
              Kirk,
      Mary Anne

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              738/734

            
	
              Graham,
      Charles Carter

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              738/726

            
	
              Graham,
      Ambrose W., Jr.

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              738/746

            
	
              Chinn,
      Elizabeth Graham

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              738/724

            
	
              Graham,
      Cecilia Louise

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              738/744

            
	
              Graham,
      Grady Ross

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              738/728

            
	
              Graham,
      Robert Bruce Trust

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              740/659

            
	
              Carter,
      Reeves B.

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              738/722

            
	
              Jones,
      Susan Carter

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              739/634

            
	
              Hill,
      Vernon B. Jr., et al

            	
              Fortson
      Oil Company

            	
              4/1/2003

            	
              738/732

            
	
              Seely,
      Linda Byrd

            	
              Fortson
      Oil Company

            	
              2/10/2003

            	
              738/445

            
	
              Stacey,
      Gretchen

            	
              Fortson
      Oil Company

            	
              2/10/2003

            	
              738/443

            
	
              Williamson,
      Ralph E.

            	
              Fortson
      Oil Company

            	
              2/10/2003

            	
              738/441

            
	
              Lord,
      Hodge Edward

            	
              Fortson
      Oil Company

            	
              2/10/2003

            	
              738/439

            
	
              Lord,
      Brenda Gail

            	
              Fortson
      Oil Company

            	
              2/10/2003

            	
              738/437

            
	
              Lord,
      Kent Edward

            	
              Fortson
      Oil Company

            	
              2/10/2003

            	
              738/435

            
	
              Richards,
      Sidney Lord Trust

            	
              Fortson
      Oil Company

            	
              2/10/2003

            	
              738/447

            
	
              Cotugno,
      Jane L. Martin

            	
              Fortson
      Oil Company

            	
              2/10/2003

            	
              738/427

            
	
              Martin,
      Mark G.

            	
              Fortson
      Oil Company

            	
              2/10/2003

            	
              738/429

            
	
              Martin,
      Roy Jr.

            	
              Fortson
      Oil Company

            	
              2/10/2003

            	
              738/431

            
	
              Martin,
      Stewart K.

            	
              Fortson
      Oil Company

            	
              2/10/2003

            	
              738/433

            
	
              Martin,
      Thomas L.

            	
              Fortson
      Oil Company

            	
              2/10/2003

            	
              738/748

            
	
              Uppercu,
      Ella K. et al

            	
              C.
      L. Milburn

            	
              4/21/1962

            	
              246/444

            
	
              McDonnold,
      M., Jr.

            	
              Fortson
      Oil Company

            	
              4/28/2003

            	
              739/366

            
	
              Uppercu,
      Ella K. et al

            	
              C.
      L. Milburn

            	
              4/21/1962

            	
              246/444

            
	 
      	 
      	 
      	 
      


    

    All
Memorandum and Leases recorded in the Official Records of Ward County,
Texas